Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Charge Enterprises, Inc.

125 Park Avenue, 25th Floor

New York, New York 10017

_______________________________

(212) 921-2100

www.charge.enterprises

a@charge.us

SIC Code: 1731

QuarterlyReport

For the Period Ending: September 30, 2021

(the "Reporting Period")

As of October 28, 2021, the number of shares outstanding of our Common Stock was: 182,981,219

As of August 1, 2021, the number of shares outstanding of our Common Stock was: 149,428,974

As of December 31, 2020, the number of shares outstanding of our Common Stock was: 140,018,383

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

  1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
  2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
  3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
  4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 1 of 37

  1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

Charge Enterprises, Inc.

May 8, 2003 - Incorporated in Nevada as E Education Network Inc.

August 10, 2005 - Name Changed to GoIP Global, Inc.

October 1, 2020 - Name Changed to Transworld Holdings, Inc.

January 26, 2021 - Name Changed to Charge Enterprises, Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

May 8, 2003 - Incorporated in Nevada as E Education Network Inc.

August 10, 2005 - Name Changed to GoIP Global, Inc.

December 28, 2017 - Redomiciled to Colorado

October 1, 2020 - Redomiciled to Delaware

Active in the State of Delaware.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None.

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

On September 25, 2020, the Company entered into a stock acquisition agreement with the shareholders of GetCharged, Inc. ("GetCharged") pursuant to which the Company agreed to acquire 100% of the outstanding voting securities of GetCharged in exchange for 60,000,000 shares of the Company's common stock (the "GetCharged Acquisition"). The closing of the GetCharged Acquisition occurred on October 12, 2020.

On October 2, 2020, the Company entered into a stock purchase agreement with the shareholders of PTGi International Carrier Services, Inc. ("PTGi") pursuant to which the Company agreed to acquire 100% of the outstanding voting securities of PTGi in consideration for $1,000,000 (the "PTGi Acquisition"). The closing of the PTGi Acquisition occurred on October 31, 2020.

On October 1, 2020, the Company filed a Certificate of Amendment with the Colorado Secretary of State reflecting the 500:1 reverse stock split which was previously announced as well as the conversion of the Company from a Colorado corporation to a Delaware corporation. In connection with the corporate conversion, (i) the Company changed its name from "GoIP Global, Inc." to "Transworld Holdings, Inc." (ii) all issued and outstanding preferred stock in the Colorado corporation other than the Series F Preferred Stock was converted into shares of the Company's common stock and (iii) the Company's Series F Preferred Stock became the Series A Preferred Stock of the Delaware corporation. The transactions described above were approved by FINRA on October 2, 2020 and became effective on the OTC Pink trading market at the open of trading on October 6, 2020.

On January 26, 2021, following its acquisitions of PTGi and GetCharged, we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 2 of 37

Our wholly-owned subsidiary, Charge Infrastructure, Inc., entered into a securities purchase agreement, dated May 7, 2021, with the shareholders of Nextridge, Inc., a New York corporation ("Nextridge") pursuant to which we agreed to purchase all the issued and outstanding shares of Nextridge for an aggregate purchase price of $18,850,000 (the "Nextridge Acquisition"). $6,850,000.00 of the aggregate purchase price payable to the shareholders of Nextridge will be payable through the issuance of shares of our Series B preferred stock (the "Series B Preferred"). The closing of the Nextridge Acquisition occurred on May 21, 2021. Nextridge operates its business through its wholly owned subsidiary, ANS Advanced Network Services LLC, a New York, limited liability company. Founded in 1991, Nextridge's predecessor company, Telecommunications Analysis Group, Inc., began with a strategic focus on communications and telephone networks in the enterprise and higher education market, providing high-quality Engineering, Furnishing and Installation (EF&I) services for building and developing infrastructure. Over time, Nextridge has grown from servicing telephone networks to providing high- quality engineer, furnish and install (EF&I) services for wireless carriers, tower owners, enterprise facilities, and government offices. This includes in-building wireless (DAS), cell tower and network infrastructure services, as well as DC and UPS backup power services. Today, Nextridge's U.S. footprint extends from Chicago to the Northeast and down the East Coast, with as-needed support nationwide.

The address(es) of the issuer's principal executive office: 125 Park Avenue, 25th Floor, New York, New York 10017

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)

Security Information

Trading symbol:

CRGE

Exact title and class of securities outstanding:

Common Stock

CUSIP:

159610104

Par or stated value:

$0.0001

Total shares authorized:

500,000,000 as of date: October 28, 2021

Total shares outstanding:

182,981,219

as of date: October 28, 2021

Number of shares in the Public Float2:

8,861,117

as of date: October 28, 2021

Total number of shareholders of record:

1,063

as of date: October 28, 2021

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 3 of 37

Additional class of securities (if any):

Preferred Shares - authorized:

10,000,000

as of date: October 28, 2021

Series A

Par or stated value:

$0.0001

Total shares authorized:

1,000,000

as of date: October 28, 2021

Total shares outstanding:

0

as of date: October 28, 2021

Series B

Par or stated value:

$0.0001

Total shares authorized:

2,395,105

as of date: October 28, 2021

Total shares outstanding:

2,395,105

as of date: October 28, 2021

Transfer Agent

Name:

Manhattan Transfer Registrar Co

Phone:

631-928-7655

Email:

dcarlo@mtrco.com

Address: 38B Sheep Pasture Road

Port Jefferson, New York 11777

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

  1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most

Recent Fiscal Year End:

Opening Balance

*Right-click the rows below and select "Insert" to add rows as needed.

Date 12/31/2018Common: 8,286,329

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 4 of 37

Preferred: 2,300,000

Were the

Individual/

Reason for

Transaction

shares

Value of

issued at

Entity Shares

share issuance

type (e.g.

Restricted

a

were issued to

(e.g. for cash or

Exemption

Date of

new

Number of

shares

Class of

discount

(entities must

debt

or

issuance,

Shares

issued

to market

have individual

conversion)

Unrestricted

or

cancellation,

Issued (or

Securities

($/per

Registration

price at

with voting /

-OR-

as of this

shares

cancelled)

share) at

Type.

the time

investment

Nature of

filing.

returned to

Issuance

of

control

Services

treasury)

issuance?

disclosed).

Provided

Transaction

(Yes/No)

Exemption:

New

Common

Section

28-Apr-19

10,000

Yes

Jeff Baggett

Cash

Restricted

4(a)(2) of the

Issuance

80,000.00

Stock

Securities

Act

Exemption:

New

Common

Section

6-May-19

10,000

Yes

Jeff Baggett

Cash

Restricted

4(a)(2) of the

Issuance

100,000.00

Stock

Securities

Act

Exemption:

New

Common

Section

15-May-19

10,000

Yes

Carmen Mizzi

Cash

Restricted

4(a)(2) of the

Issuance

100,000.00

Stock

Securities

Act

28-May-19

Returned to

-100,000.00

Common

Carmen Mizzi

Cancelled

treasury

Stock

Exemption:

New

Common

Section

27-May-19

25,000

Yes

Scott Benson

Cash

Restricted

4(a)(2) of the

Issuance

250,000.00

Stock

Securities

Act

Exemption:

New

Common

Section

31-May-19

10,000

Yes

Marc Sutton

Cash

Restricted

4(a)(2) of the

Issuance

100,000.00

Stock

Securities

Act

Exemption:

New

Common

Section

6-June-19

10,000

Yes

Jeff Baggett

Cash

Restricted

4(a)(2) of the

Issuance

100,000.00

Stock

Securities

Act

Exemption:

New

Common

Lorency & Co

Section

6-Sep-19

2,500

Yes

Cash

Restricted

4(a)(2) of the

Issuance

50,000.00

Stock

(Sonny Kafif)

Securities

Act

Exemption:

New

Common

Sutton Global

Preferred Share

Section

21-Oct-19

10,000

Yes

Associates Inc.

Restricted

4(a)(2) of the

Issuance

20,000.00

Stock

Conversion

(Isaac H Sutton)

Securities

Act

Returned to

Preferred

-

Sutton Global

Converted to

21-Oct-19

(100,000)

No

Associates Inc.

treasury

Series D

Common Stock

(Isaac H Sutton)

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 5 of 37

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Clenergen Corp. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 21:22:05 UTC.